Remembrance
by heretherebemonsters
Summary: The tale of how Knock Out met Breakdown and went on to become the Decepticon CMO. Disclaimer: I don't own Transformers or anything you recognize. Warnings: stickiness, torture. Please review!
1. Chapter 1

The sound of water steadily dripping was the only thing Knock Out could hear. It came from several places above, but it was too dark in the cell to see exactly where. Still, he glared upward for a moment before sighing heavily and rearranging himself on the cold, damp floor, leaning back against the wall and drawing his knees up to his chestplates. He shivered and wrapped his arms around his legs, huddling up in an effort to stay warm. At least the water wasn't falling on him over here. Its acidic qualities had thoroughly ruined his once shiny red finish and stung his now sensitive plating.

Knock Out tried not to scratch at the places that stung, knowing he would get no medical attention down here. He was merely a test subject, an experiment, not worthy of any comfort or upkeep. He had been a prisoner here at Shockwave's laboratory for a few orns. Or so he thought; he couldn't be certain when there was no real way of tracking time in this place. His internal chronometer had been removed upon his capture and he hadn't seen the outside world since. He wasn't even sure exactly what area of Cybertron the laboratory was located within. They'd taken away his internal navigation system as well.

Knock Out had had the misfortune of being in the wrong place at the wrong time. He'd been out at the market, haggling with a merchant over the price of a case of Energon cubes when Shockwave's strike team had attacked with a swiftness and ferocity Knock Out never saw coming. He saw a flash of black and gold out of the corner of one optic and had just enough time to recognize the coloring as that belonging to the mad scientist's troopers, before he was struck hard across the back of the helm. He pitched forward as his processor stalled and the world went black. When he woke up, he'd been in this place, this dank, dark prison underneath Shockwave's laboratory. Knock Out had curled up in the corner of his cell, confused and afraid, waiting for whatever was coming next.

As it turned out, Knock Out wished with every fiber of his being that he could forget what had come next. A pair of the troopers, shiny and resplendent in their black and gold paintjobs, had arrived at his cell door some time later. Knock Out had no idea how much time had passed, as his chronometer had already been missing upon his waking. He'd scrambled to his pedes and backed away as far as he could, until his back hit the cold cell wall and he'd had nowhere else to go. The troopers entered the cell and advanced toward him. They'd grabbed him by the upper arms quickly, so firmly it hurt, and had pulled him forward. Knock Out resisted, digging in his heels and tugging at their grip, but he was no fighting bot. He'd been an aspiring artist living a peaceful, if meager, life before this catastrophe had befallen him.

The troopers proved to be much stronger than their captive and they drug Knock Out from the cell with little effort. Neither said a word, but proceeded to haul him toward a flight of stairs leading to somewhere overhead. They carted him up the steps unceremoniously. At the top, they passed through a door and then entered a brightly lit room.

This was Shockwave's laboratory. Knock Out had looked around with wide optics; he'd heard the rumors about this place just as all his friends had, but none of them had really believed it existed.

The chamber was spacious, filled with long metal examination tables, shiny metal cabinets and smooth countertops filled with bottles and beakers of different types, holding fluids in varying colors. Knock Out began to truly worry when he noticed that most of the tables boasted arm and ankle restraints, and one particular table had a cart full of odd instruments parked next to it. The devices were unlike anything Knock Out had seen before on his annual trips to see the physician. These looked less like medical tools and more like implements of torture.

Indeed, the rumors said Shockwave performed radical surgeries and altered his "patients" in the name of science. If the sequence of events was any indication, Knock Out would be next.

Again he struggled against his guards, for the little good it did him. They merely clocked him across the helm hard enough to disorient him and then lifted him up and tossed him down on the table nearest the cart of tools. Knock Out fought even harder, thrashing about, as they began strapping his limbs down. It was over in a moment and he found himself trapped, tugging uselessly at the bonds.

There would be no escaping now.

The hiss of a door opening signaled the arrival of another mech. Knock Out twisted his helm to see; he was met with the sight of Shockwave himself striding into the laboratory, tall and proud, with a wicked gleam in his optic that made Knock Out's tanks churn.

The troopers swept into deep bows before their master. "Your next test subject, sir," one of them murmured.

"Very good," Shockwave said in a deep voice. There was an undeniable flintiness in his tone. "Leave me to my work."

The scientist's obedient lackeys hurried to make themselves scarce. Shockwave turned to the table where Knock Out lay, and openly studied his captive with his single optic. Somehow that perusal felt more thorough and intrusive than any pair of optics could have felt.

Shockwave tilted his helm to the side thoughtfully. "You're a pretty one, aren't you?" he murmured, reaching out and dragging a fingertip down Knock Out's forearm.

"Get your filthy servos off me!" Knock Out snapped, jerking at his restraints once more, crimson optics flaring.

Shockwave chuckled slightly. "Feisty, too." He paused. "That's good. I may decide to keep you around for awhile." The scientist's sharp digits ghosted over Knock Out's form, following the smooth planes of his armor. Knock Out had squeezed his optics shut and clenched his fists, trying to think about anything besides the fact that he was being felt up by a complete stranger who seemed set on causing him harm.

His optics flew open in surprise when he felt the straps at his ankles being loosened. "Wha-what are you doing?" he stammered out, his vocalizer scratchy.

"Don't worry, pretty one," Shockwave murmured. "We will skip the painful activities tonight and aim for something more enjoyable."

Before Knock Out could begin to process the meaning behind the statement, large, strong servos were gripping behind his knees and he found himself being quickly pulled down the length of the table. His arms ended up above his helm, still caught in their bonds. Knock Out realized with a jolt that Shockwave was standing at the end of the table, leering down at him.

"Mmmm, yes, I like that position. It suits you." The larger mech grasped Knock Out's knees again and easily pushed them apart, before stepping in between his spread thighs. Knock Out could see where this was going and he wanted no part of it. He began to panic, trying to free his knees from Shockwave's grasp.

"Please, no," he said desperately. "Not this!"

Shockwave's servos slid slowly from Knock Out's knees up his sleek white thighs. His knuckles brushed briefly over Knock Out's interfacing panel, making the smaller mech jerk and give a surprised gasp. Next Shockwave's servos settled on his captive's slim hips, sliding under to grope at his perky aft.

Knock Out felt coolant welling up in his optics; he'd never yet been intimate with another bot, mech or femme. There had been no one who'd caught his attention. Now he was about to be marred by this psychopathic torturer.

"No! Please!" he implored one last time, his voice nearly breaking on a sob. "Please, I'm still untouched!"

That got Shockwave's attention. His helm came up and he studied Knock Out's terrified features for a moment. Then he chuckled.

"A virgin? That's even better!"

With that, the scientist gripped the smaller mech's hip firmly enough with one servo to dent the armor and jerked him closer, while simultaneously reaching between his legs and tearing Knock Out's panel free. Knock Out screamed at the first jolt of pain. An audible click followed as Shockwave's own panel slid aside and his thick, erect spike sprang out, leaking a bead of transfluid from the tip.

Knock Out was horrified at having himself so exposed, his tender valve revealed to Shockwave's hungry gaze. Knock Out had never allowed anyone to even see this most private part of his body; he'd been waiting for someone truly special.

A tear leaked out the corner of his optic. He'd never imagined in a million decacycles that his first time would be like this.

Shockwave took a step closer and lining the tip of his spike up with Knock Out's valve, roughly drove into the smaller mech. The pain was instantaneous for Knock Out and a ragged cry escaped his vocalizer, his servos clenching into fists above his helm. His valve stretched painfully to accommodate Shockwave but as the scientist began to thrust into him, it was the friction that hurt the most. Knock Out, being distressed as he was, had no lubrication to offer to make the slide of the thick spike any smoother.

The pain didn't lessen as the kliks went by. Knock Out bit down on his lip to keep silent, turning his helm so he wouldn't have to look at the mech dominating him. It was terrible enough to feel Shockwave moving inside him. The scientist picked up the pace as his pleasure mounted, thrusting faster and faster until he was mercilessly pounding into his captive, groaning and holding Knock Out still by the iron grip on his hips. Knock Out whimpered as more tears squeezed out from his closed optics and rolled across his handsome faceplates to drip off onto the tabletop. His fists clenched tighter, his clawed digits digging into his palms deep enough to draw Energon. He tried to focus on the pain there, waiting for this ordeal to be over.

It didn't take much longer. Shockwave gave a few last swift thrusts and then stiffened as he overloaded. Knock Out felt sick as he felt the scientist's transfluid shoot deep into his valve, hot and wet. Shockwave didn't move for a long moment, then he slowly pulled out, a gush of fluid following his spike to smear on Knock Out's inner thighs and dribble down his aft onto the table underneath him. Knock Out chewed his lip intently and held back a sob.

Shockwave stepped away and grabbed a cloth from the closest counter, using it to wipe himself off. Knock Out lay limply on the table, too overwhelmed to care much that he was still exposed and a sticky mess. His valve was raw and throbbing and a dull ache deep inside him persisted. He was feeling used and helpless, but most of all, dirty. He'd been pristine and now he was ruined. Ugly.

He vaguely noticed the deep grooves in the armor at his hips and upper thighs, the wounds oozing Energon. He felt the sting but couldn't bring himself to care much. All he could think was now no one would ever want him. No one wanted a mech who'd been raped. He was damaged goods now.

Shockwave had unstrapped him from the table then and taken him back to his cell downstairs, not even giving Knock Out a chance to clean himself up or retrieve his missing interface panel. As soon as the scientist left the area, Knock Out had curled up in a ball in the far corner of the cell, still feeling the stickiness between his legs. He'd cried for awhile, heaving sobs that had shaken his whole body. Finally, he'd fallen into a fitful recharge.

That had been his first night in Shockwave's prison and things hadn't improved in the time that had passed. Shockwave had kept good his promise of keeping the younger mech around awhile; Knock Out had seen several prisoners come and go, fodder in the mad scientist's schemes. Shockwave continued to use Knock Out's valve roughly whenever he saw fit, sometimes taking him in the cell on the cold floor. He'd also ventured out into his medical experiments; nothing drastic enough to offline his little pet but enough to keep Knock Out squirming and screaming on the exam table.

By now, his once perfect finish was ruined and his once smooth armor was full of dents, scrapes and gashes. Various parts of his sleek body were smeared in dried Energon from old wounds. Knock Out had no doubt that he was a sight to behold. These indignities pained him; he'd always been a pristine mech and now he didn't even have a way to keep himself clean. He hated feeling so helpless.

Knock Out had no idea what his fate was to be here in Shockwave's laboratory, nor did he see any way of escaping. No one knew where he was, if anyone had even noticed his absence. He was cold, hungry and discouraged. The pain and humiliation continued. He'd never been more alone.

* * *

Knock Out had been dozing in the corner of his cell when the sound of the door at the top of the stairs opening jolted him to alertness. Leaning forward just enough to see around the wall along his cell's side, he peered out, watching with mildly interested optics as four of Shockwave's troopers came down the steps, half carrying, half dragging a large mech almost double their size. He was wide through the shoulders and chest, with strong legs. Yet his body wasn't bulky; his hips and thighs were sleek. He was colored dark blue and silver, with a few spots of black trim. Knock Out took this all in detachedly, just as he did with every other prisoner that came to these cells.

The unknown mech's helm raised ever so slightly, as if he'd felt Knock Out's gaze. The optics that shot up and found Knock Out's were large and oblong, a rich golden color. Knock Out's intakes hitched a bit at that stare; it was defiant, despite the bot's body being covered in dents and scrapes, testament to the beating he'd taken. He hadn't gone down easy, that much was clear. Knock Out wondered if this bot was the type bold enough to attempt escape. Perhaps they could work together and they could both get out of the prison.

Knock Out was intrigued. Who was this mech? He intended to find out. It wasn't like he had much else to between Shockwave's visits.


	2. Chapter 2

**Reviews would be lovely! Thanks for reading!**

Knock Out watched from his place behind the corner of his cell as the guards tossed the blue and silver mech through the door of the cell across the corridor. The burly bot landed with a clang in a heap on the dusty floor. He didn't move or show any other signs of life until the guards had slammed the door shut and left, sweeping up the stairs toward the laboratory. The door closed decisively behind them and there was nothing to hear for a long klik except the dripping of water inside Knock Out's cell and the soft wheezing of cracked intakes emanating from the damaged mech sprawled on the floor.

Slowly, the unknown mech began to gather his stout limbs under himself and pushed up from the floor until he was in a sitting position. He groaned and rubbed at the back of his helm. Unable to restrain his curiosity any longer, Knock Out slipped out from his shielded spot and approached the bars of his cell. His new companion glanced up and froze.

"Who are you?" A deep voice rumbled out from the broad blue chest, slightly scratchy.

"I'm Knock Out." Knock Out crouched next the cell door, studying the bot in the cell across the corridor. "And you?"

A moment of tense uncertainty passed. Then the voice replied gruffly, "Call me Breakdown."

* * *

Breakdown's body ached and his helm pounded. His joints were stiff after the long ride in the shuttle from his home city of Tyger Pax to this place, wherever it was. This prison that fronted as a scientific laboratory. This pit of Shockwave's depravity.

Breakdown had given those mercenaries a good run for their money as they'd tried to capture him. He wasn't a trained fighter but his occupation as a dockworker lent him endurance and brute strength that were difficult to overcome. He knew he'd killed one of them, and beaten a few others within inches of their lives, but in the end their sheer numbers had overwhelmed him. In light of his initial resistance, he supposed wryly that Shockwave would make his demise that much more painful and drug-out.

Breakdown huffed indignantly to himself. Not if he could escape first.

Rubbing at his helm, he was startled back into awareness of the outside world as he heard soft footsteps coming from across the hall. Breakdown looked up and instantly ceased all movement. A young mech stood at the barred door of his enclosure, gazing across at him.

Breakdown hadn't realized there was anyone in the dark cell across from his. But even more startling was the young bot's appearance. He was beautiful, to put it simply. He was small and delicate, with a narrow waist and slim thighs. His features were undeniably handsome, optics bright and clear as they studied Breakdown. He had obviously once been an attention-catching shade of red with pure white accents, but now his paint was faded and dirty, his no-doubt once glossy finish ruined by lack of care and rough treatment. Yet he still moved fluidly and proudly, with a grace that didn't belong in a wasteland like this.

Breakdown wondered where such a stunning mech had come from, and how he had ended up here. "Who are you?" Breakdown asked before he could stop himself.

When the bot spoke into the silence, his voice was just as lovely as his face, its tone rich and lyrical. "I'm Knock Out," came the reply. This Knock Out lowered himself smoothly into a crouch beside the cell door, optics never leaving Breakdown. "And you?"

Breakdown was silent a moment, wondering if it was worth exchanging pleasantries with this bot. Sooner or later, one of them would be dead. And he didn't intend for it be himself.

Finally, he answered somewhat grudgingly. "Call me Breakdown."

A moment of silence passed, then slowly a dazzling smile crept across Knock Out's face. Breakdown found himself surprised by this, his spark skipping a beat.

"It's nice to meet you, Breakdown," Knock Out murmured.

"A-And you, as well," Breakdown stammered, still dumbstruck by the other bot's reception. How long had this youngster been here? He wondered. What horrors had he seen? How could he still muster up a smile?

Breakdown had been here for not even a full cycle and he was already forgetting what the outside world looked like.

"How long have you been a prisoner here?" he asked quietly.

Knock Out appeared thoughtful for a moment before finally shrugging. "I'm not really sure. There's no way to keep track of time. They took away my chronometer. But it's been awhile."

"Awhile...," Breakdown echoed. "Why are you still alive?"

"Good question," Knock Out said with a wry twist of his lips. "Many others have come and gone since I've been here. Shockwave goes through test subjects rather swiftly." He sighed. "Let's just say, Shockwave keeps me for a special purpose."

Breakdown's optic ridges drew together in confusion. "What do you mean?"

When Knock Out spoke again, his voice was low and flat. "You'll see."

Breakdown didn't like the sound of that. He frowned but decided not to ask for specifics. He'd find out sooner or later. Neither of them said anything more and simply stared at each other for a few long kliks. Breakdown had the unsettling feeling that his fellow prisoner was sizing him up, drawing conclusions and making judgments about him. He gazed back steadily, features still and giving nothing away. Finally, Knock Out rose up from his crouch and retreated into the deeper shadows in the rear of his cell, until Breakdown could only see the crimson glow from his optics.

Breakdown settled back on the floor, trying to find a comfortable spot, which proved impossible. He was anxious to get started on a plan to escape this place but right at this moment, he needed recharge more than anything else. His internal repair systems had a lot of damage to get to work on. He sighed and let his optics drift closed, thoughts still dwelling on the young bot across the hall.

* * *

Breakdown awoke with a start in the middle of the night, his entire body jerking violently as his systems came back up to full power. He wasn't certain what had roused him from his deep slumber; maybe a nightmare? His foggy processor revealed no memory of a dream of any kind. On the contrary, his repair systems had still been hard at work and now they protested against the interruption, flashing error screens in his vision. Irritably, he pushed them aside and sat up. Which was when he realized what exactly had woke him.

There was a great commotion coming from the cell across the hall, sounds of scratching and scuffling and quiet murmuring and soft, desperate pleading. Some grunting and moaning and a sound like a choked sob. Breakdown peered into the darkness. What in the Pit was going on over there?

A few kliks later, his question was answered when most of the noise stopped and he heard a deep voice saying, "You've done well, my pet. Like always. I will see to it that your exam procedures go quickly tomorrow." Then the sound of footsteps and a dark figure appeared at the cell door. Breakdown immediately recognized the stranger as Shockwave, thanks to his lone optic. He had seen plenty of images of the scientist and Shockwave's countenance was not one easily forgotten.

The imposing bot slipped from the cell and moved through the shadows swiftly, Breakdown's optics tracking his departure up the stairs and through the door. There was a moment of absolute stillness, in which nothing moved. Then Breakdown's attention was drawn back to the neighboring cell as the sound of soft sobs emanated from somewhere deep inside it.

Breakdown had a sickening feeling that he knew why Shockwave had been here.

He paused, debating if he even wanted to get involved. Yes, he tended to take care of himself first and foremost, but that was typical when a bot spent their whole life working among the docks. But he wasn't completely sparkless and he knew what it was like to not have anyone care about what happened to you.

He got his knees and scooted close to the door of his cell. Taking a deep cycle of air in, he spoke up clearly through the dark. "Hey, kid. You alright over there?"

The sobs suddenly quieted, followed by a few sniffles. Then he heard movement and suddenly Knock Out's face appeared at the cell bars, tear-streaked, optics dim and devoid of the life Breakdown had seen in them only joors earlier. "As alright as I can be, given the situation," Knock Out replied with a hint of snarkiness. He hastily brushed the moisture from his cheekplates. "At least I can still walk this time."

Breakdown was startled by the younger bot's stark honesty, and disgusted by the implications behind it. It seemed he was right, after all.

"Does this happen often?" Breakdown asked quietly, dreading the answer.

Knock Out only nodded, optics downcast. He was obviously embarrassed and ashamed; this only made Breakdown feel more sick. No one should have to be subjected to this kind of treatment, but definitely not a youngster like Knock Out. Breakdown was suddenly angry, with a deep, burning anger that he felt in his core.

"Knock Out, look at me." Breakdown's voice was low and intense. The younger mech's gaze swung up and locked on his prison-mate. "This isn't your fault, do you understand me? None of this is. You don't deserve to be treated like a cheap pleasure drone. No one does." He paused as he saw tears well up in Knock Out's optics again and slowly spill over. "Don't ever think this is your fault, okay?" Breakdown said softly and Knock Out could only nod, wiping at his optics once more with a shaky servo.

A klik passed in relative quiet, the only sound the hitching of Knock Out's intakes as he struggled to get a grip on his emotions. Breakdown's gaze was on the door at the top of the stairs, the portal to freedom.

"We're getting out of here," he said suddenly, surprising himself. He hadn't planned on taking anyone with him, but he just couldn't leave the kid here to suffer.

"How?" Knock Out demanded in a shaky voice. "There's guards everywhere and we don't even know where we are."

"Don't worry about it," Breakdown said firmly. "I'll figure something out. Just be ready to go when I am."

"You'll really take me with you?"

Breakdown looked Knock Out square in the optics. "Yes," he said unwaveringly. "I'm not going to leave you behind. I promise. I'm gonna get you out of here."


End file.
